DRNK Business Updates, February 2018
2/2018 Suit against Greenfield Farms Foods resp. Asset Purchase Agreement
02/16/2018 13 EX PARTE MOTION to Withdraw as Attorney by Edward Carter, Greenfield Farms Food Incorporated, NGEN Technologies USA Corporation. (Attachments: # 1 Text of Proposed Order)(Hunter, Mark) (Entered: 02/16/2018)
02/09/2018 PRELIMINARY ORDER that motions pursuant to Fed. R. Civ. P. 12(b) are discouraged if the defect can be cured by filing an amended pleading. The parties must meet and confer prior to the filing of such motions to determine whether it can be avoided. Unless the Court orders otherwise, on March 19, 2018, the Clerk of Court shall terminate without further notice any Defendant in this action that has not been served pursuant to Rule 4(m) of the Federal Rules of Civil Procedure. FURTHER ORDERED that Plaintiff(s) serve a copy of this Order upon Defendant(s) and file a notice of service. See attached Order for complete details. Signed by Judge Steven P Logan on 2/9/18. (Attachments: # 1 Notice)(CLB) (Entered: 02/09/2018)
02/08/2018 11 NOTICE TO THE PARTIES - The Court is participating in the Mandatory Initial Discovery Pilot (MIDP) and this case is subject to that pilot. The key features and deadlines are set forth in the attached Notice which includes General Order 17-08. Also attached is a checklist for use by the parties. All parties must respond to the mandatory initial discovery requests set forth in the General Order before initiating any further discovery in this case. Please note: The discovery obligations in the General Order supersede the disclosures required by Rule 26(a)(1). Any party seeking affirmative relief must serve a copy of the attached documents (Notice to Parties, including General Order 17-08 and MIDP Checklist) on each new party when the Complaint, Counterclaim, Crossclaim, or Third-Party Complaint is served. (MAP) (Entered: 02/08/2018)
12/23/2017 NOHO Sues Greenfield Farms and CEO for Rescission of NGEN Technologies Transaction
https://globenewswire.com/news-release/2017/1...ction.html
PHOENIX, Dec. 22, 2017 (GLOBE NEWSWIRE) -- NOHO, Inc. (OTC PINK
RNK), a Wyoming corporation (the “Company”), announced the following:
NOHO, Inc. has filed suit against Greenfield Farms Foods, Inc. and Ronald Heineman in State Court in California, captioned as Luke C. Zouvas and NOHO, Inc., Plaintiffs vs. Greenfield Farms Food, Inc., Ronald Heineman and Does 1-50. click here for a copy of the action
(or copy and paste the following URL in your browser: https://tinyurl.com/yc6s8j7n)
The action seeks damages for misrepresentation, rescission of any purported agreements to transfer ownership of the company, as well as any action not approved directly by NOHO, Inc., as controlling the majority proxy of the vote of Greenfield Farms as well as the Company’s Board of Directors, pursuant to the Asset Purchase Agreement of June 7, 2017. Further injunctive relief is sought to declare all of the announced and intended transactions with NGEN Technologies to be a nullity and recognize NOHO’s control of the Company.
Luke Zouvas, General Counsel to NOHO, said, “We commenced this action in state court to give us the best opportunity to obtain relief for NOHO and the public as quickly as possible. And all federal securities laws will apply. Our position is that Mr. Heineman’s resignation is not effective and the transaction with NGEN Technologies will not occur. These parties appear to be colluding to hijack Greenfield Farms when in fact the Company is 49% owned and totally controlled by NOHO. We anticipate naming additional parties in the near future as information comes to light.”
NOHO, Inc.’s CEO, David Mersky, further provided, “This entire case shocks the conscience. We have an enforceable agreement that was not only signed, but announced by Greenfield Farms granting NOHO control of the Company in its pursuit of the insurance project. What has transpired is inexplicable and it will not stand. I want the shareholders of both companies to understand that management is not interested in the balance sheet of GRAS, but rather a much greater strategic interest. GRAS is wholly controlled by NOHO and I am obligated to protect that asset and will continue to enforce NOHO’s rights and pursue value for our shareholders.”
12/11/2017 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.
12/11/2017 Update on DRNK
https://ih.advfn.com/p.php?pid=nmona&article=76272276
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."
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.
Clarification to Operations of DRNK and SNNC
https://ih.advfn.com/p.php?pid=nmona&article=76272276
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."
Products
DRNK owns a FDA registered drug offering fast and effective relief from Hangover pain and headache. DRNK is listed by FDA as Significantly Regulated Organization (SRO)
FDA.gov. Search for "DRNK" on the FDA website below.
Business name: NOHO, Inc
Ticker Symbol: DRNK
DUNS#: 078534735
https://www.fda.gov/AboutFDA/WorkingatFDA/Eth...079670.htm
The exclusive rights to the product were purchased this year from DMR Biologic, LLC (formerly Puramed Biosc.). Patent see https://ndclist.com/?s=34331-202-06
DRNK owns and distributes NOHO, a hangover prevention and healthy lifestyle drink which has received various awards, such as the Spirits International Prestige (SIP) Award which handed NOHO, Inc. a Gold medal in taste and quality for NOHO’s premium lifestyle 8.4 oz. beverage, NOHO Gold, at the 2015 award ceremony.
Along with the Gold medal, NOHO also won a Consumers’ Choice Award for being awarded a Gold medal two years in a row.
See NOHO's current trademark registration:
https://www.trademarks411.com/marks/87307595-noho
CEO:
The new CEO, David Mersky, is an attorney (practiced law in the NY for 10 years as a litigation attorney) PLUS was CEO of an elite and successful marketing firm (Time Jump) that specializes in developing products for web based offerings and uses its vast network of strategic partners to maximize sales conversions for its clients. Time Jump incorporates a comprehensive approach in the implementation of the sales process by providing solutions for inbound and outbound sales, customer service/CRM consulting and credit card processing.
2/2018 Suit against Greenfield Farms Foods resp. Asset Purchase Agreement
02/16/2018 13 EX PARTE MOTION to Withdraw as Attorney by Edward Carter, Greenfield Farms Food Incorporated, NGEN Technologies USA Corporation. (Attachments: # 1 Text of Proposed Order)(Hunter, Mark) (Entered: 02/16/2018)
02/09/2018 PRELIMINARY ORDER that motions pursuant to Fed. R. Civ. P. 12(b) are discouraged if the defect can be cured by filing an amended pleading. The parties must meet and confer prior to the filing of such motions to determine whether it can be avoided. Unless the Court orders otherwise, on March 19, 2018, the Clerk of Court shall terminate without further notice any Defendant in this action that has not been served pursuant to Rule 4(m) of the Federal Rules of Civil Procedure. FURTHER ORDERED that Plaintiff(s) serve a copy of this Order upon Defendant(s) and file a notice of service. See attached Order for complete details. Signed by Judge Steven P Logan on 2/9/18. (Attachments: # 1 Notice)(CLB) (Entered: 02/09/2018)
02/08/2018 11 NOTICE TO THE PARTIES - The Court is participating in the Mandatory Initial Discovery Pilot (MIDP) and this case is subject to that pilot. The key features and deadlines are set forth in the attached Notice which includes General Order 17-08. Also attached is a checklist for use by the parties. All parties must respond to the mandatory initial discovery requests set forth in the General Order before initiating any further discovery in this case. Please note: The discovery obligations in the General Order supersede the disclosures required by Rule 26(a)(1). Any party seeking affirmative relief must serve a copy of the attached documents (Notice to Parties, including General Order 17-08 and MIDP Checklist) on each new party when the Complaint, Counterclaim, Crossclaim, or Third-Party Complaint is served. (MAP) (Entered: 02/08/2018)
12/23/2017 NOHO Sues Greenfield Farms and CEO for Rescission of NGEN Technologies Transaction
https://globenewswire.com/news-release/2017/1...ction.html
PHOENIX, Dec. 22, 2017 (GLOBE NEWSWIRE) -- NOHO, Inc. (OTC PINK
RNK), a Wyoming corporation (the “Company”), announced the following: NOHO, Inc. has filed suit against Greenfield Farms Foods, Inc. and Ronald Heineman in State Court in California, captioned as Luke C. Zouvas and NOHO, Inc., Plaintiffs vs. Greenfield Farms Food, Inc., Ronald Heineman and Does 1-50. click here for a copy of the action
(or copy and paste the following URL in your browser: https://tinyurl.com/yc6s8j7n)
The action seeks damages for misrepresentation, rescission of any purported agreements to transfer ownership of the company, as well as any action not approved directly by NOHO, Inc., as controlling the majority proxy of the vote of Greenfield Farms as well as the Company’s Board of Directors, pursuant to the Asset Purchase Agreement of June 7, 2017. Further injunctive relief is sought to declare all of the announced and intended transactions with NGEN Technologies to be a nullity and recognize NOHO’s control of the Company.
Luke Zouvas, General Counsel to NOHO, said, “We commenced this action in state court to give us the best opportunity to obtain relief for NOHO and the public as quickly as possible. And all federal securities laws will apply. Our position is that Mr. Heineman’s resignation is not effective and the transaction with NGEN Technologies will not occur. These parties appear to be colluding to hijack Greenfield Farms when in fact the Company is 49% owned and totally controlled by NOHO. We anticipate naming additional parties in the near future as information comes to light.”
NOHO, Inc.’s CEO, David Mersky, further provided, “This entire case shocks the conscience. We have an enforceable agreement that was not only signed, but announced by Greenfield Farms granting NOHO control of the Company in its pursuit of the insurance project. What has transpired is inexplicable and it will not stand. I want the shareholders of both companies to understand that management is not interested in the balance sheet of GRAS, but rather a much greater strategic interest. GRAS is wholly controlled by NOHO and I am obligated to protect that asset and will continue to enforce NOHO’s rights and pursue value for our shareholders.”
12/11/2017 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.
12/11/2017 Update on DRNK
https://ih.advfn.com/p.php?pid=nmona&article=76272276
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."
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.
Clarification to Operations of DRNK and SNNC
https://ih.advfn.com/p.php?pid=nmona&article=76272276
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."
Products
DRNK owns a FDA registered drug offering fast and effective relief from Hangover pain and headache. DRNK is listed by FDA as Significantly Regulated Organization (SRO)
FDA.gov. Search for "DRNK" on the FDA website below.
Business name: NOHO, Inc
Ticker Symbol: DRNK
DUNS#: 078534735
https://www.fda.gov/AboutFDA/WorkingatFDA/Eth...079670.htm
The exclusive rights to the product were purchased this year from DMR Biologic, LLC (formerly Puramed Biosc.). Patent see https://ndclist.com/?s=34331-202-06
DRNK owns and distributes NOHO, a hangover prevention and healthy lifestyle drink which has received various awards, such as the Spirits International Prestige (SIP) Award which handed NOHO, Inc. a Gold medal in taste and quality for NOHO’s premium lifestyle 8.4 oz. beverage, NOHO Gold, at the 2015 award ceremony.
Along with the Gold medal, NOHO also won a Consumers’ Choice Award for being awarded a Gold medal two years in a row.
See NOHO's current trademark registration:
https://www.trademarks411.com/marks/87307595-noho
CEO:
The new CEO, David Mersky, is an attorney (practiced law in the NY for 10 years as a litigation attorney) PLUS was CEO of an elite and successful marketing firm (Time Jump) that specializes in developing products for web based offerings and uses its vast network of strategic partners to maximize sales conversions for its clients. Time Jump incorporates a comprehensive approach in the implementation of the sales process by providing solutions for inbound and outbound sales, customer service/CRM consulting and credit card processing.
