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.
For additional information on NOHO, please visit
www.nohodrink.com and follow NOHO on www.instagram.com/nohodrink,
as well as at www.twitter.com/nohodrink.
Cautionary Note Regarding Forward-Looking
Statements.
This press release contains statements that constitute
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These statements
appear in a number of places in this release and include all
statements that are not statements of historical fact regarding the
intent, belief or current expectations of the Noho, Inc. (the
"Company"), its directors or its officers with respect to, among
other things: (i) financing plans; (ii) trends affecting its
financial condition or results of operations; (iii) growth strategy
and operating strategy. The words "may," "would," "will," "expect,"
"estimate," "can," "believe," "potential," and similar expressions
and variations thereof are intended to identify forward-looking
statements. Investors are cautioned that any such forward-looking
statements are not guarantees of future performance and involve
risks and uncertainties, many of which are beyond the Company's
ability to control, and actual results may differ materially from
those projected in the forward-looking statements as a result of
various factors. You should not place undue reliance on
forward-looking statements since they involve known and unknown
risks, uncertainties and other factors, which are, in some cases,
beyond the Company's control and which could, and likely will,
materially affect actual results, levels of activity, performance,
or achievements. The Company assumes no obligation to publicly
update or revise these forward-looking statements for any reason,
or to update the reasons actual results could differ materially
from those anticipated in these forward-looking statements, even if
new information becomes available in the future. Important factors
that could cause actual results to differ materially from the
company's expectations include, but are not limited to, those
factors that are disclosed under the heading "Risk Factors" and
elsewhere in documents filed by the company from time to time with
the United States Securities and Exchange Commission and other
regulatory authorities.
For further information, please contact:
info@nohodrink.com
480-498-8300
SOURCE: Noho, Inc.
NoHo (PK) (USOTC:DRNK)
Historical Stock Chart
From Oct 2024 to Nov 2024
NoHo (PK) (USOTC:DRNK)
Historical Stock Chart
From Nov 2023 to Nov 2024
