12/15/2017: NOHO Issues Final Demand Notice to Gre
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Posted On: 12/15/2017 4:10:54 PM
12/15/2017: NOHO Issues Final Demand Notice to Greenfield Farms Food, Inc.
GLOBENEWSWIRE 3:58 PM ET 12/15/2017
PHOENIX, Dec. 15, 2017 (GLOBE NEWSWIRE) -- NOHO, Inc.(DRNK) , a Wyoming corporation (the “Company”), announces it has issued a Final Demand notice to Greenfield Farms Food, Inc.(GRAS) (OTC:GRAS), through its CEO, Ron Heineman. See below.
NOHO’s CEO, David Mersky, commented, “We have issued a final demand to GRAS and will continue to enforce the rights of NOHO(DRNK) shareholders and find value for the Company wherever we can.”
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.
ZOUVAS LAW GROUP
December 15, 2017
Mr. Ronald Heineman
Greenfield Farms Food, Inc.(GRAS)
118 West 5th Street
Covington, KY 41011
VIA ELECTRONIC CORRESPONDENCE
Re: Final Demand for Issuance of Common Stock and Assign the Voting Proxy to NOHO, Inc.(DRNK)
Mr. Heineman:
This is our final demand letter to you before we initiate legal action. NOHO(DRNK) and the shareholders of Greenfield Farms Food, Inc.(GRAS) demand you comply with the Asset Purchase Agreement, executed by you personally. Our final demand is as follows (i) the immediate issuance of 49% of the Issued and Outstanding Common Stock of GRAS as of the Closing Date of the APA; and (ii) Assignment of the majority shareholder proxy (“Majority Proxy”) as agreed pursuant to Section 6.4(c) of the APA; and (iii) Retraction of the Press Release and 8-K filed on December 1, 2017 as it was not authorized by the majority shareholder; and (iv) Class D Preferred Stock is null and void pursuant to Section 13 and Section 14 of the Exchange Act; and payment of $2,000,000.00 (collectively referred to hereinafter as the “Demand”).
The SEC filed a complaint against you on September 9, 2015, Case 1:15-cv-07077, File No. 3-16798, wherein the Commission ordered that you cease-and-desist pursuant to Section 21C of the Securities Exchange Act of 1934 from “…committing or causing any violations and any future violations of Exchange Act Rule 13b2-2.” Rule 13b2-2 of the Exchange Act prohibits officers and directors from, directly or indirectly, making or causing to be made materially false or misleading statements or omissions to accountants in connection with an audit or preparation of reports to be filed with the Commission.
Pursuant to the 8-K you filed on December 1, 2017, you were required to first file an Information Statement pursuant to Section 14(c) of the Securities Exchange Act of 1934, which you failed to do. You intentionally misled the shareholders of GRAS and the shareholders of NOHO(DRNK) that you had shareholder consent and that you properly filed an Information Statement pursuant to Section 14C of the Exchange Act, but you failed to do so and thus violated the SEC’s Cease-and-Desist Order.
The Company hereby demands that you respond no later than Monday, December 18, 2017 by 5p.m. EST. Please feel free to contact me by e-mail at lzouvas@zouvaslaw.com or by telephone at (619) 300-6971 in case you have any additional questions or comments regarding this matter.
GLOBENEWSWIRE 3:58 PM ET 12/15/2017
PHOENIX, Dec. 15, 2017 (GLOBE NEWSWIRE) -- NOHO, Inc.(DRNK) , a Wyoming corporation (the “Company”), announces it has issued a Final Demand notice to Greenfield Farms Food, Inc.(GRAS) (OTC:GRAS), through its CEO, Ron Heineman. See below.
NOHO’s CEO, David Mersky, commented, “We have issued a final demand to GRAS and will continue to enforce the rights of NOHO(DRNK) shareholders and find value for the Company wherever we can.”
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.
ZOUVAS LAW GROUP
December 15, 2017
Mr. Ronald Heineman
Greenfield Farms Food, Inc.(GRAS)
118 West 5th Street
Covington, KY 41011
VIA ELECTRONIC CORRESPONDENCE
Re: Final Demand for Issuance of Common Stock and Assign the Voting Proxy to NOHO, Inc.(DRNK)
Mr. Heineman:
This is our final demand letter to you before we initiate legal action. NOHO(DRNK) and the shareholders of Greenfield Farms Food, Inc.(GRAS) demand you comply with the Asset Purchase Agreement, executed by you personally. Our final demand is as follows (i) the immediate issuance of 49% of the Issued and Outstanding Common Stock of GRAS as of the Closing Date of the APA; and (ii) Assignment of the majority shareholder proxy (“Majority Proxy”) as agreed pursuant to Section 6.4(c) of the APA; and (iii) Retraction of the Press Release and 8-K filed on December 1, 2017 as it was not authorized by the majority shareholder; and (iv) Class D Preferred Stock is null and void pursuant to Section 13 and Section 14 of the Exchange Act; and payment of $2,000,000.00 (collectively referred to hereinafter as the “Demand”).
The SEC filed a complaint against you on September 9, 2015, Case 1:15-cv-07077, File No. 3-16798, wherein the Commission ordered that you cease-and-desist pursuant to Section 21C of the Securities Exchange Act of 1934 from “…committing or causing any violations and any future violations of Exchange Act Rule 13b2-2.” Rule 13b2-2 of the Exchange Act prohibits officers and directors from, directly or indirectly, making or causing to be made materially false or misleading statements or omissions to accountants in connection with an audit or preparation of reports to be filed with the Commission.
Pursuant to the 8-K you filed on December 1, 2017, you were required to first file an Information Statement pursuant to Section 14(c) of the Securities Exchange Act of 1934, which you failed to do. You intentionally misled the shareholders of GRAS and the shareholders of NOHO(DRNK) that you had shareholder consent and that you properly filed an Information Statement pursuant to Section 14C of the Exchange Act, but you failed to do so and thus violated the SEC’s Cease-and-Desist Order.
The Company hereby demands that you respond no later than Monday, December 18, 2017 by 5p.m. EST. Please feel free to contact me by e-mail at lzouvas@zouvaslaw.com or by telephone at (619) 300-6971 in case you have any additional questions or comments regarding this matter.
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