Organic Plant Health, Inc. (fka OPHI)

[ancientacid]

DD collection; Reverse merger is now offical

On December 10, 2010, the Board of Directors of the Company appointed the following persons as Officers and Directors of the Company. Simultaneously on December 10, 2010, Brian Sperber resigned his director position with the Company, and Gregory Antoine, the Company's President and Director, resigned all officer and director positions with the Company.
Billy Styles – President, Chief Executive Officer and Director
Alan Talbert – Vice President, Chief Operations Officer and Director
Paul DiFraia – Vice President, Chief Financial Officer and Director

News out on January 7th about the official completion of the reverse merger with Organic Plant Health, Inc.
http://www.marketwire.com/press-release/Organic-Plant-Health-Completes-Reverse-Merger-With-AcuMedSpa-Holdings-Inc-Announces-1377107.htm

SOURCE: Organic Plant Health

Jan 07, 2011 07:00 ET
Organic Plant Health Completes Reverse Merger With AcuMedSpa Holdings, Inc., and Announces New Radio Show to Be Hosted By CEO Billy Styles

CHARLOTTE, NC--(Marketwire - January 7, 2011) - Organic Plant Health, LLC (OPH), an exclusive manufacturer and distributor of organic-based fertilizers and soil conditioners, announced today it has completed a reverse merger with AcuMedSpa Holdings, Inc. (PINKSHEETS: AMSZ). The name change to Organic Plant Health, Inc. was filed with the state of Nevada on December 15, 2010, and is now official. As part of the transaction, all of the officers and directors of AcuMedSpa Holdings Inc. have resigned and are no longer affiliated with the company. Organic Plant Health director, Billy Styles, has been appointed Chairman and CEO and will lead the new company. Co-founder Alan Talbert will be the Vice President and COO.

"We are extremely excited about the opportunity this merger affords us," stated Mr. Styles. "As a privately held company we have been able to grow our Organic Plant Health into a contender in our industry. This decision to go public at this time was the right move in order to propel us into the future and further increase our current rate of growth. We are a solid company with tangible products and revenues and are well positioned to enter the public arena. I anticipate this move will open many new doors for us and allow us to take giant steps forward that will benefit our shareholders significantly."

The company is also announcing that beginning this Saturday, January 8, 2011, CEO Billy Styles will be hosting his own local radio show titled, "Backyard Styles," which will be heard on Charlotte, NC radio station 1110AM, WBT, and streamed online at www.wbt.com.

Mr. Styles commented, "This new radio show will be a great opportunity to discuss the benefits of our products, and also to introduce our company and our concepts to countless listeners that are seeking organic and environmentally safe alternatives to plant care and growth. I hope that our current and prospective shareholders will take advantage of this opportunity to listen to our new show as part of their due diligence and learn about our company firsthand."

The company anticipates providing further shareholder updates and news announcements before the end of the month.

About Organic Plant Health
Based in Charlotte, NC, Organic Plant Health (OPH) provides organic-based, natural and environmentally responsible fertilizers, soil conditioners, herbicides, insecticides and fungicides for the continual care of residential and commercial landscapes.

Organic Plant Health brand products are currently sold in more than 20 Master and Independent Retailers across the Carolinas from Raleigh, NC to Greenville, SC. Alan Talbert, Vice President and COO, discussed expansion plans, "We currently have plans in place to increase revenues over 2010 levels by improving product sell-through at existing retail partners, and by bringing on an additional 20-30 Retail Partners, in keeping with our goal of 40-50 total partners by the end of 2011." Key customers using Organic Plant Health products are environmentally conscious Do-It-Yourself homeowners and commercial landscape companies, secondary markets served include real estate development companies, vineyards and agriculture.

This press release contains "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 and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You are cautioned that such statements are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking statements as a result of various factors, and other risks. You should consider these factors in evaluating the forward-looking statements included herein, and not place undue reliance on such statements. The forward-looking statements in this release are made as of the date hereof and Organic Plant Health takes no obligation to update such statements.

CONTACT:
Alan Talbert
Ph. [phone]
Fax [phone]
E-mail: [e-mail]

Link to the radio show, broadcasted on Saturday's 8:00 AM - 9:30 AM by WBT, with our new CEO Billy Styles and his show "Backyard Styles":
http://www.wbt.com/garden/index.aspx

The business development of Organic Plant Health:

The Company produces, distributes and sells contemporary, professional grade, organic, natural and environmentally responsible products for the continual care of the urban landscape through its wholly-owned subsidiary, Organic Plant Health, LLC (OPH), a North Carolina Limited Liability Corporation located in Charlotte, North Carolina. These products improve soil health and plant health, control for fungus, diseases and insect infestation in all landscapes and properties. The Company operates two facilities: 1) An 11,000 square foot production facility on Monroe Road in Charlotte, NC where production of the proprietary granular and liquid products occurs. 2) A retail store located in downtown Matthews servicing residential Do-It-Yourselfers and commercial landscapers. The Company also distributes products through master distributors, which mirror the Matthews store, and through independent retailers such as Ace Hardware locations and garden centers throughout the region. These products are formulated and blended from raw materials brought in from around the country. The Company's innovative products and education oriented, customer-first business practices appeal to green-minded consumers and businesses along with homeowners with do-it-yourself tendencies, two of the fastest growing segments in the residential consumer market. The Company currently services over 4500 residential customers located throughout the region, and over 100 commercial landscapers.

Link to the financials on http://www.otcmarkets.com
http://www.otcmarkets.com/stock/AMSZ/financials
http://www.otcmarkets.com/otciq/ajax/showFinancialReportById.pdf?id=41470

A clipping from the report, showing the revenues for the period ended October 31, 2010:


And the positive cash flow during this period:


The new management seems to take the current shareholders questions and concerns very serious, and here's a mail I received from the COO, Alan Talbert after expressing a few questions a while ago:

Mr. XXXX,

Thank you for your email. We are always excited to hear from our
shareholders.

The reverse split was recommended by our bankers who are trying to position us for a future registered offering (as discussed in our recently released disclosure statement). This will enable the Company to raise funds, accelerate our expansion and simultaneously uplist to the OTCBB.

With a present market cap of only $150k, our options for growth as a public company would be very limited and we would have to give away a substantial part of the company for even a very small financing. As far as your comment that the reverse may hurt the stock price, it's hard to imagine our market could trend lower than $150k with almost $2MM in annual company revenues. Even still, we will relate your comments to our bankers for their consideration. The final ratio of any reverse split has not been determined but we can assure you it will not exceed 1 for 50.

On another note, we plan to communicate with our shareholders on a frequent basis, to keep you informed about our progress and our plans to grow this business, however, it is somewhat difficult to begin that flow right now during the holidays. You can expect more communication from us as we move into the new year. We thank you in advance for your patience during this transition.

Thank you again for your email.

--
Alan Talbert
Vice President
Organic Plant Health

Some comments by me about this:
1. During future expansions they'll make sure to keep the company as closely held as possible as stated "...we would have to give away a substantial part of the company for even a very small financing". This is good IMO, since they seem to be willing to keep the structure tight, and don't give it away for nothing (after all this is their company since many years, now taken to the public arena)

2. A coming uplist to OTCBB will definitely serve the company along with their shareholders (us) great, since that will give us audited financials, and they get increased opportunity to secure any expansions of their business thanks to the increased transparency.

3. Any issued shares mentioned in the financing section of the mail would have a restriction, since they're preferred shares, important to remember. And that means; As long as AMSZ keep their limited status on otcmarkets.com that would mean a 12 months restriction, and once they become fully reporting (as stated are one of their intentions) that restriction would be decreased to 6 months (but by then, I'm sure we've seen a market correction of the PPS)

When/if these changes are done (which I'm sure is in the work, look at the interview in the sticky by CluelessStockJunkie and it appears paperwork have been sent to otcmarkets.com) I'm sure we'll see this unfold to its true nature with Organic Plant Health, and AMSZ (soon new ticker, can't wait for that to happen...)

Here's the brief interview our moderator CluelessStockJunkie had with the management on the 6th of January:

Short interview with the new president and VP

Let me preface this by saying I met Mr. Styles and Mr. Talbert for about 2 hours today and discussed various topics. Both seemed to be very genuine and concerned about letting investors know that this is a real company with real products and the concern is to grow and become a leader in the Organic plant business. They answered the following questions to the best of their ability and I gave my opinion based on past history of this type of reverse merger.

• The first question which is shared by a lot of people is; When will the actual reverse split take place, and to what ratio?
Approximately 2 months. Name change of the company should occur first before anything else.



• The reconstruction of the share structure will most likely attract new investors, as well as “scare away” old shareholders, do you have in your intention to keep the share structure somewhat intact in order to maintain the interest from retail investors?
They have long term goals and in my opinion do not see them doing any dilution immediately. Perhaps some funds raising down the line for expansion and such but they seemed determined to take responsibility for shareholders value in the company.



• Is there a minimum timetable to keep the Restricted Shares from being added to the float?
Standard 144 time-frame


• Do you have a time frame set for when you plan to report filings and upgrade the status on www.otcmarkets.com ?
From what I could gather this is all in the process, just like the name change it takes time. I am thinking the next 60-90 days for this.


• Some shareholders say they’re certain the stock AMSZ have been subject for intensive naked short selling over the past year, and are curious to hear if you as the new management have any interest in taking action against this if it’s the case?
Strategic moves like change of CUSIP-number, name/ticker-change as well as publicly verify basic things like share structure for instance could most likely serve the market capitalization well. This must be in your highest interest as a newly publicly traded company, right?
From what I could tell they are not planning on gagging the T/A or keeping the share structure a secret. The naked short selling is a bit over rated in pinkieland and once the name and ticker change is accomplished it should resolve this issue. (temporarily at least)


• Can we expect to get updates on any growth catalysts you’re planning to acquire by the raising of capital in the near future (let’s say in the coming weeks/months)?
They seem to plan on keeping investors n the loop. Especially since this is a new reverse and no one knows who they are or what they are about. I believe they will keep us in the loop and in tune to what is going on, within reason.


I did the best I could and took 3 hours out of my day to do this for us. I dont need people to hammer me on this not being good enough or not precise enough. Your more than welcome to come out and visit as they have an open door policy with investors and shareholders.

Current share structure as of today:

Authorized Shares
150,000,000 as of Jan 07, 2011
Outstanding Shares
149,610,679 as of Jan 07, 2011
Float (shares)
149,610,679 as of Jan 07, 2011

Market capitalization with Friday's close of $.0054 = $807,898

Transfer agent:

Guardian Registrar & Transfer, Inc.

Transfer Agent
7951 SW 6th Street
Suite 216
Plantation, FL, 33324
954-915-0105
http://www.guardian-transfer.com/

A small collection of pictures showing what the business is all about: