NOHO Serves Demand Letter to Greenfield Farms Food, Inc. for Breach and Liquidated Damages
https://ih.advfn.com/p.php?pid=nmona&article=76272276
PHOENIX, Dec. 11, 2017 (GLOBE NEWSWIRE) -- NOHO, Inc.(DRNK) , a Wyoming corporation (the "Company"
, announced that it has served a demand letter ("Demand" to Greenfield Farms Food, Inc.(GRAS) (OTC:GRAS), serving its CEO, Ron Heineman, notifying GRAS of its alleged intentional breach of the Asset Purchase Agreement dated June 7, 2017. See below.
Pursuant to the Asset Purchase Agreement ("APA" , NOHO's(DRNK) wholly owned subsidiary, Cherry Hill Financial, LLC, acquired 49% newly issued common shares of GRAS, as well as, indefinite proxy over 1,000 Series D Preferred Shares giving NOHO(DRNK) voting control over GRAS ("Proxy Shares" . NOHO(DRNK) wants to point out that the Proxy Shares are owned by Ronald Heineman who personally signed the Asset Purchase Agreement and tendered the Proxy Shares to NOHO(DRNK). Thus, the subsequent 8-K filed with the Securities and Exchange Commission on December 1, 2017, was materially misleading because that action was not authorized by NOHO(DRNK).
On December 7, 2017, the Company sent a Demand Letter to Mr. Heineman and the announced acquisition partner, Ngen Technologies USA Corp. ("Ngen" that the disclosed transaction was in violation of the Asset Purchase Agreement, and in violation of the 1934 Exchange Act as the unauthorized acquisition was intentionally and materially leading. The Company's position is that Heineman's course of conduct was purposeful and deliberate, subjecting the Board of Directors and shareholders involved to potential personal liability.
In response to GRAS' action, NOHO, Inc.(DRNK) CEO, David Mersky, said, "We were taken by surprise at GRAS' announcement and the Company is taking all appropriate actions to insure that the Ngen transaction will not take place. The shares owned by NOHO(DRNK) are a significant asset to the company and our shareholders and we will enforce our rights to the fullest extent of the law." Since the closing was completed on June 7, 2017, NOHO(DRNK) has carried the securities on its Balance Sheet and now must reserve the shares until disposition of this matter.
Update on DRNK
While the company has not issued press releases over the last few months, CEO, David Mersky, indicated, "I am aware that the lack of communication with our shareholders has been a genuine cause for concern. I'd like to take this opportunity to advise our shareholders and the public that operations for NOHO(DRNK) are very active. I am engaged in positioning NOHO(DRNK) for the future and want to assure our shareholders that we are looking forward to providing updates on this process as they occur."
Mr. Mersky further provided, "It has been a lengthy process, but I'd like to remind everyone that I took over NOHO(DRNK) by accepting 54 billion shares, conveying 90% of the common stock at that time. Shortly thereafter, between converting all of my common stock to preferred and then cancelling that class entirely, we reduced the amount of shares to approximately 6 billion, before the conversion of pre-existing notes. Today, the current shares outstanding is approximately 9.2 billion, which was achieved without effecting as reverse-split, as promised. The 25 billion authorized but unissued shares must remain temporarily as a reserve for the remainder of the convertible notes. Management believes these notes will not be converted and will be handled in another manner. However, if in the restructuring process, the company incorporates a plan, which contemplates a reverse-split, I am announcing today that the decision will be put to the shareholders for vote and I will abstain from using the controlling preferred class B shares in that event."
In an effort to once again clarify the operations of SNNC, the proposed name change to IMBUTEK has no effect on the assets or interests of NOHO(DRNK). No assets of NOHO(DRNK) were conveyed in the merger transaction whatsoever and no assets were moved off of NOHO's(DRNK) Balance Sheet.
Mr. Mersky continued, "While SNNC's business model has allowed us to move forward and raise capital, I am committed to moving NOHO(DRNK) forward into the future together and believe that our success will continue to help restructure the company. However, despite the total independence of the companies at this time, I look forward to announcing a plan of operation that will benefit both companies as we move into 2018. Sometimes it is necessary to work quietly while this process takes place."
For additional information on NOHO(DRNK) please visit www.nohodrink.com and at www.instagram.com/nohodrink, as well as at www.twitter.com/nohodrink.
https://ih.advfn.com/p.php?pid=nmona&article=76272276
PHOENIX, Dec. 11, 2017 (GLOBE NEWSWIRE) -- NOHO, Inc.(DRNK) , a Wyoming corporation (the "Company"
, announced that it has served a demand letter ("Demand" to Greenfield Farms Food, Inc.(GRAS) (OTC:GRAS), serving its CEO, Ron Heineman, notifying GRAS of its alleged intentional breach of the Asset Purchase Agreement dated June 7, 2017. See below. Pursuant to the Asset Purchase Agreement ("APA"
, NOHO's(DRNK) wholly owned subsidiary, Cherry Hill Financial, LLC, acquired 49% newly issued common shares of GRAS, as well as, indefinite proxy over 1,000 Series D Preferred Shares giving NOHO(DRNK) voting control over GRAS ("Proxy Shares" . NOHO(DRNK) wants to point out that the Proxy Shares are owned by Ronald Heineman who personally signed the Asset Purchase Agreement and tendered the Proxy Shares to NOHO(DRNK). Thus, the subsequent 8-K filed with the Securities and Exchange Commission on December 1, 2017, was materially misleading because that action was not authorized by NOHO(DRNK). On December 7, 2017, the Company sent a Demand Letter to Mr. Heineman and the announced acquisition partner, Ngen Technologies USA Corp. ("Ngen"
that the disclosed transaction was in violation of the Asset Purchase Agreement, and in violation of the 1934 Exchange Act as the unauthorized acquisition was intentionally and materially leading. The Company's position is that Heineman's course of conduct was purposeful and deliberate, subjecting the Board of Directors and shareholders involved to potential personal liability. In response to GRAS' action, NOHO, Inc.(DRNK) CEO, David Mersky, said, "We were taken by surprise at GRAS' announcement and the Company is taking all appropriate actions to insure that the Ngen transaction will not take place. The shares owned by NOHO(DRNK) are a significant asset to the company and our shareholders and we will enforce our rights to the fullest extent of the law." Since the closing was completed on June 7, 2017, NOHO(DRNK) has carried the securities on its Balance Sheet and now must reserve the shares until disposition of this matter.
Update on DRNK
While the company has not issued press releases over the last few months, CEO, David Mersky, indicated, "I am aware that the lack of communication with our shareholders has been a genuine cause for concern. I'd like to take this opportunity to advise our shareholders and the public that operations for NOHO(DRNK) are very active. I am engaged in positioning NOHO(DRNK) for the future and want to assure our shareholders that we are looking forward to providing updates on this process as they occur."
Mr. Mersky further provided, "It has been a lengthy process, but I'd like to remind everyone that I took over NOHO(DRNK) by accepting 54 billion shares, conveying 90% of the common stock at that time. Shortly thereafter, between converting all of my common stock to preferred and then cancelling that class entirely, we reduced the amount of shares to approximately 6 billion, before the conversion of pre-existing notes. Today, the current shares outstanding is approximately 9.2 billion, which was achieved without effecting as reverse-split, as promised. The 25 billion authorized but unissued shares must remain temporarily as a reserve for the remainder of the convertible notes. Management believes these notes will not be converted and will be handled in another manner. However, if in the restructuring process, the company incorporates a plan, which contemplates a reverse-split, I am announcing today that the decision will be put to the shareholders for vote and I will abstain from using the controlling preferred class B shares in that event."
In an effort to once again clarify the operations of SNNC, the proposed name change to IMBUTEK has no effect on the assets or interests of NOHO(DRNK). No assets of NOHO(DRNK) were conveyed in the merger transaction whatsoever and no assets were moved off of NOHO's(DRNK) Balance Sheet.
Mr. Mersky continued, "While SNNC's business model has allowed us to move forward and raise capital, I am committed to moving NOHO(DRNK) forward into the future together and believe that our success will continue to help restructure the company. However, despite the total independence of the companies at this time, I look forward to announcing a plan of operation that will benefit both companies as we move into 2018. Sometimes it is necessary to work quietly while this process takes place."
For additional information on NOHO(DRNK) please visit www.nohodrink.com and at www.instagram.com/nohodrink, as well as at www.twitter.com/nohodrink.
