PHOENIZ, AZ / ACCESSWIRE / April 14, 2017 / Noho,
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Posted On: 04/17/2017 12:33:34 PM
PHOENIZ, AZ / ACCESSWIRE / April 14, 2017 / Noho, Inc. (OTC PINK: DRNK) today announced that the company plans on filing its Annual Report on the OTCPink Alternative Reporting System. The Company has successfully been re-instated to the OTC Disclosure and News Service and will publish their Annual Report for the year ended December 31, 2016 within the prescribed extension period of the extended filing deadline.
The Company announced the following:
In conjunction with the Asset Purchase Agreement with Essential Marketing Systems (the "EMS APA"
, NOHO also agreed to assume a promissory note in the amount of $521,975 payable to Mersky (the "Mersky Note". On December 28, 2016, Mersky allocated 2,160,000 shares of Series B Preferred stock he already owned in exchange for the cancellation of the Mersky Note.
The Company plans on filing Amended and Restated Articles of Incorporation with the Secretary of State of Wyoming, whereby it will reduce the number of shares of authorized capital from 65,050,000,000 to 25,050,000,000; comprised of 25,000,000,000 shares of common stock and 50,000,000 shares of preferred stock.
Additionally, the Company and the Series B Preferred stock shareholders have agreed to reduce the conversion rights from the original conversion of 2500:1 shares of common stock to the following conversion of 140:1 shares of common stock. Previously, each share of Series B Preferred Stock converted to 2,500 shares of common stock, which equaled the 90% of the Reverse Merger. The new conversion rate of 140:1 brings the Reverse Merger percentage down to roughly 28% on a diluted, non-convertible basis. A portion of the 25,000,000,000 authorized but unissued common shares will be reserved for future acquisitions. Further, if any of the series B Preferred Stock were converted to common shares by an affiliate, they would fall under Rule 144, which requires a holding period and volume restrictions.
Management of the Company does not plan on any reverse stock splits through fiscal year 2017.
The Company and its major investor are discussing a freeze of any conversions of their convertible promissory notes in conjunction with a buy-back plan of the outstanding indebtedness. The Company is still obligated for the ACH daily payments under the terms of the notes entered into subsequent to the SEA.
The Company will have further updates next week on the following matters: the final agreement with the national distributor for the Company's Noho drink; the Target-Remarket acquisition, and other sales and marketing updates, including new products.
David Mersky, Chief Executive Officer of Noho, Inc., stated, "We are going to reduce the authorized shares down to twenty-five billion. We are keeping a portion of the twenty-five billion common shares for future acquisition/merger purposes. We are not considering a reverse split at this time. During the course of preparing our Annual Report for the year ended December 31, 2016, and since September 9, 2016, the date of the Share Exchange Agreement (SEA) between Media360 Licensing, Inc. and Noho, new management of the Company has discovered certain facts that were not disclosed in the SEA. This has contributed to the delay in completing the report, and the information disclosed by the Company will include information that was not previously disclosed in the SEA, but was known or should have been known by the Company's prior management before September 9, 2016. The Company remains committed to having future financial statements audited by a PCAOB firm and to be included in a Registration Statement on Form S-1. It took some time and expense to reach an understanding of the items of which we were not aware. As always, the Company strives to achieve full accountability and transparency for our shareholders."
Some of the items included in the report, that were not known as of the date of the SEA include:
On September 15 2015, a Default Judgment was obtained against John "Jay" Grdina ("Grdina" and Erin Naas, now known as Erin Grdina. Grdina was the CEO of the Company at the time. The judgment was for personal services to Mr. Grdina and had no connection to the Company. On April 12, 2016, the plaintiffs served a Writ of Garnishment upon the Company (the "Garnishee". The Company, under Grdina's management, did not respond to the garnishment, and, as a result, failed to appear and answer the April 27, 2016 Order Requiring Garnishee to Appear and Answer; accordingly, the plaintiff was granted a judgment against the Garnishee (Noho, Inc.) in the amount of $43,231.55. Current management was unaware of the judgment until March 2017.
On October 1, 2016, Typenex Co-Investment, LLC was granted judgment against the Company for $223,803 (the "Judgment". The Company was originally named as a defendant prior to September 9, 2016, the date of the SEA, and prior management failed to respond to the Complaint, or advise current management of the existence of the claim, eventually resulting in the Judgment. Current management was unaware of the judgment until March 2017.
On November 14, 2016, a judgment was entered for $130,963 to River North Equity, LLC. ("River North" against the Company. Prior to September 9, 2016, the Company was named in a Complaint filed by River North. Prior management of the Company failed to Answer the Complaint or advise current management of the existence of the claim, eventually resulting in the Judgment. On or around December 23, 2015, River North acquired for $100, a promissory note the Company had issued to JMJ Financial ("JMJ". The note balance to JMJ at the time River North purchased the note for $100 was $67,125. Current management was unaware of the judgment until March 2017, but has grounds to vacate the judgment based on jurisdictional and regulatory grounds.
The Company did not record any derivative liabilities on the balance sheets that were prepared as of December 31, 2015, March 31, 2016, June 30, 2016, and September 30, 2016. The prior accountants claim they are owed fees for their work for the quarter ended September 30, 2016. The Company disputes that claim and the accounting firm has been terminated.
Additionally, the Company's books and records, as of June 9, 2016, indicated convertible notes in the amount of approximately $721,000, however, current management has ascertained that the true amount, as of September 9, 2016, is approximately $896,000. The Company has also inquired to prior management regarding the previous amounts. Lastly, on December 2, 2016, new management of the Company terminated the prior transfer agent and engaged Interwest Transfer Company as the Company's new transfer agent.
The Company and its new management intend to litigate the three judgments described above with a goal to vacate same. The Company will vehemently defend itself and seek the opportunity to have its day in court, by responding to the initial complaints and asserting all defenses and counterclaims, if necessary, including the collectability of the notes due to regulatory issues. The Company is also seeking indemnification from previous management, as these complaints were not disclosed to the Company in the SEA dated September 9, 2016. Although, pursuant to the Spin-Off Agreement with Purple Investment Group, Inc., dated September 9, 2016, the 2,500,000,000 shares belonging to Dolce B Investments were transferred to NOHO as collateral and an initial guarantee of Purple Investment Group, Inc.'s assumption of liabilities of NOHO until such time as those liabilities are satisfied and no longer pose a contingent risk to NOHO, those shares were canceled, as previously announced.
ABOUT NOHO, INC.
NOHO Gold Premium and Functional Lifestyle beverage is setting the standard for beverages that not only taste great, but also serves a functional purpose. The NOHO Supershot is a revolutionary premium energy drink that was originally formulated to cure hangovers. We've kept the original formula and have added key ingredients to give users the energy boost needed to beat general fatigue, jet lag, and wooziness. With only 6 grams of sugar and 30 calories, it proves that healthy can taste good.
The Company also utilizes its advertising technology platforms providing point of sale and branding campaigns to advertisers on a local and national basis through digital signage and interactive touchscreens. The Company serves the bar and restaurant industry and specializes in providing touchscreen tablets in taxis where advertisers can track metrics, including impressions and touches, as well as the potential to convert actual purchases in real time.
The Company announced the following:
In conjunction with the Asset Purchase Agreement with Essential Marketing Systems (the "EMS APA"
, NOHO also agreed to assume a promissory note in the amount of $521,975 payable to Mersky (the "Mersky Note". On December 28, 2016, Mersky allocated 2,160,000 shares of Series B Preferred stock he already owned in exchange for the cancellation of the Mersky Note. The Company plans on filing Amended and Restated Articles of Incorporation with the Secretary of State of Wyoming, whereby it will reduce the number of shares of authorized capital from 65,050,000,000 to 25,050,000,000; comprised of 25,000,000,000 shares of common stock and 50,000,000 shares of preferred stock.
Additionally, the Company and the Series B Preferred stock shareholders have agreed to reduce the conversion rights from the original conversion of 2500:1 shares of common stock to the following conversion of 140:1 shares of common stock. Previously, each share of Series B Preferred Stock converted to 2,500 shares of common stock, which equaled the 90% of the Reverse Merger. The new conversion rate of 140:1 brings the Reverse Merger percentage down to roughly 28% on a diluted, non-convertible basis. A portion of the 25,000,000,000 authorized but unissued common shares will be reserved for future acquisitions. Further, if any of the series B Preferred Stock were converted to common shares by an affiliate, they would fall under Rule 144, which requires a holding period and volume restrictions.
Management of the Company does not plan on any reverse stock splits through fiscal year 2017.
The Company and its major investor are discussing a freeze of any conversions of their convertible promissory notes in conjunction with a buy-back plan of the outstanding indebtedness. The Company is still obligated for the ACH daily payments under the terms of the notes entered into subsequent to the SEA.
The Company will have further updates next week on the following matters: the final agreement with the national distributor for the Company's Noho drink; the Target-Remarket acquisition, and other sales and marketing updates, including new products.
David Mersky, Chief Executive Officer of Noho, Inc., stated, "We are going to reduce the authorized shares down to twenty-five billion. We are keeping a portion of the twenty-five billion common shares for future acquisition/merger purposes. We are not considering a reverse split at this time. During the course of preparing our Annual Report for the year ended December 31, 2016, and since September 9, 2016, the date of the Share Exchange Agreement (SEA) between Media360 Licensing, Inc. and Noho, new management of the Company has discovered certain facts that were not disclosed in the SEA. This has contributed to the delay in completing the report, and the information disclosed by the Company will include information that was not previously disclosed in the SEA, but was known or should have been known by the Company's prior management before September 9, 2016. The Company remains committed to having future financial statements audited by a PCAOB firm and to be included in a Registration Statement on Form S-1. It took some time and expense to reach an understanding of the items of which we were not aware. As always, the Company strives to achieve full accountability and transparency for our shareholders."
Some of the items included in the report, that were not known as of the date of the SEA include:
On September 15 2015, a Default Judgment was obtained against John "Jay" Grdina ("Grdina"
and Erin Naas, now known as Erin Grdina. Grdina was the CEO of the Company at the time. The judgment was for personal services to Mr. Grdina and had no connection to the Company. On April 12, 2016, the plaintiffs served a Writ of Garnishment upon the Company (the "Garnishee". The Company, under Grdina's management, did not respond to the garnishment, and, as a result, failed to appear and answer the April 27, 2016 Order Requiring Garnishee to Appear and Answer; accordingly, the plaintiff was granted a judgment against the Garnishee (Noho, Inc.) in the amount of $43,231.55. Current management was unaware of the judgment until March 2017. On October 1, 2016, Typenex Co-Investment, LLC was granted judgment against the Company for $223,803 (the "Judgment"
. The Company was originally named as a defendant prior to September 9, 2016, the date of the SEA, and prior management failed to respond to the Complaint, or advise current management of the existence of the claim, eventually resulting in the Judgment. Current management was unaware of the judgment until March 2017. On November 14, 2016, a judgment was entered for $130,963 to River North Equity, LLC. ("River North"
against the Company. Prior to September 9, 2016, the Company was named in a Complaint filed by River North. Prior management of the Company failed to Answer the Complaint or advise current management of the existence of the claim, eventually resulting in the Judgment. On or around December 23, 2015, River North acquired for $100, a promissory note the Company had issued to JMJ Financial ("JMJ". The note balance to JMJ at the time River North purchased the note for $100 was $67,125. Current management was unaware of the judgment until March 2017, but has grounds to vacate the judgment based on jurisdictional and regulatory grounds. The Company did not record any derivative liabilities on the balance sheets that were prepared as of December 31, 2015, March 31, 2016, June 30, 2016, and September 30, 2016. The prior accountants claim they are owed fees for their work for the quarter ended September 30, 2016. The Company disputes that claim and the accounting firm has been terminated.
Additionally, the Company's books and records, as of June 9, 2016, indicated convertible notes in the amount of approximately $721,000, however, current management has ascertained that the true amount, as of September 9, 2016, is approximately $896,000. The Company has also inquired to prior management regarding the previous amounts. Lastly, on December 2, 2016, new management of the Company terminated the prior transfer agent and engaged Interwest Transfer Company as the Company's new transfer agent.
The Company and its new management intend to litigate the three judgments described above with a goal to vacate same. The Company will vehemently defend itself and seek the opportunity to have its day in court, by responding to the initial complaints and asserting all defenses and counterclaims, if necessary, including the collectability of the notes due to regulatory issues. The Company is also seeking indemnification from previous management, as these complaints were not disclosed to the Company in the SEA dated September 9, 2016. Although, pursuant to the Spin-Off Agreement with Purple Investment Group, Inc., dated September 9, 2016, the 2,500,000,000 shares belonging to Dolce B Investments were transferred to NOHO as collateral and an initial guarantee of Purple Investment Group, Inc.'s assumption of liabilities of NOHO until such time as those liabilities are satisfied and no longer pose a contingent risk to NOHO, those shares were canceled, as previously announced.
ABOUT NOHO, INC.
NOHO Gold Premium and Functional Lifestyle beverage is setting the standard for beverages that not only taste great, but also serves a functional purpose. The NOHO Supershot is a revolutionary premium energy drink that was originally formulated to cure hangovers. We've kept the original formula and have added key ingredients to give users the energy boost needed to beat general fatigue, jet lag, and wooziness. With only 6 grams of sugar and 30 calories, it proves that healthy can taste good.
The Company also utilizes its advertising technology platforms providing point of sale and branding campaigns to advertisers on a local and national basis through digital signage and interactive touchscreens. The Company serves the bar and restaurant industry and specializes in providing touchscreen tablets in taxis where advertisers can track metrics, including impressions and touches, as well as the potential to convert actual purchases in real time.
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