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TPX

Re: None

Wednesday, 01/17/2018 10:06:07 AM

Wednesday, January 17, 2018 10:06:07 AM

Post# of 2804248
$IDGC *** HUGE *** ITEM 4. PURPOSE OF TRANSACTION.

The transaction between the Reporting Person and Mr. DuFort originated and was finalized to promote the collective growth and development of the Issuer and the Reporting Person; for the specific purpose of inter-exchanging the collective business strategies and knowledge of each of the Reporting Person’s Chairman, President, and Chief Executive Officer, Randolph S. Hudson, and the Issuer’s Chairman, President, and Chief Executive Officer, Mr. DuFort; and, in anticipation of benefiting the shareholders and investors of the Issuer and the Reporting Person.

CUSIP No. None.

As the result of the transaction with Mr. DuFort, the Reporting Person acquired 51% voting control in the Issuer by acquiring the IDGC Control Stock from Mr. DuFort. As such, there were certain limitations imposed on the Reporting Person and the Issuer with respect to any disposition in future by the Issuer of IDGC, its assets, and any subsidiary. The key to these impositions and limitations is the fact that the Issuer’s control stockholder must approve any such sale together with the Reporting Person and, as of the date of this schedule, there is no contract or other arrangement with the Issuer that provides for the Reporting Person to purchase additional shares of any class or series of the Issuer’s capital stock. Should the Issuer register a qualified stock option plan, or file another registration of its securities, or any offering exempt therefrom, the Reporting Person would have the ability to acquire additional shares in the Issuer.



The Issuer is in the process of finalizing a submission of a notification of corporation actions to the Financial Industry Regulatory Authority (“FINRA”) to announce its reorganization in accordance with the applicable provisions of Internal Revenue Service Code Section 368, et seq. (“IRS Code”). The Issuer is uncertain as to the length of time FINRA will require to process the notification.



As the result of the transaction with the Reporting Person, the Issuer does not contemplate selling, transferring, or disposing of any of its assets, nor of those held in any of its active or dormant subsidiaries. Rather, the Issuer contemplates developing its existing assets and acquiring further assets.



For some while, the Issuer has been conducting certain operations through its totally-held subsidiary, Farallon, Inc., a Colorado corporation (“Farallon”). Farallon has been in the business of marketing high-quality coffee beans from Café La Fortuna, which it private labels for Harbour Trading (www.harbourtrading.com), an internet-based fresh seafood meal service, which was listed on Oprah’s 2017 Christmas List , to various specialty retailers and foodservice operations.



Farallon, Inc. will handle the complete curation, completion, and launch of supplemental coffees private brand and product line. The Issuer will procure the creative development and physical development to ensure the products that are created and produced. The Issuer will introduce and facilitate initial and ongoing e-commerce sales. The Farallon team will oversee and direct the services of design and e-commerce professionals to achieve the goals of delivering the supplemental coffee. Lastly, in this regard, the Issuer will establish a customer base throughout the United States and Canada and participate in the $16.4 billion coffee industry by supplying the highest-quality innovative coffee products in the world.



Among these targeted objectives by the Issuer and Farallon is to observe the following timelines to achieve milestones in their marketing goals:



1 Timelines for Q1 2018 will include creative branding and product line decisions. Decisions as to manufacturing and distribution partners will be established. The Issuer will also provide for trademark, domain names, and brand registrations, accordingly, as well as to compile a full project budget and cost forecasting assessment.


2 Timelines for Q2 2018 Phase 1 product line iterations launch to include website and e-commerce platform launch. The team will begin the SEO marketing and online paid advertising campaigns as well as full social media and direct brand advertising.


3 Timelines for Q3 2018 Phase 2 product line iterations launch. This timeframe will also coincide with brick-and-mortar retail strategy decisions as well as North American retail distribution partner appointments. The Issuer will determine the trade show budget and attendance schedule decisions.


4 Timelines for Q4 2018 retail sales and distribution begin of supplemental coffee trade show attendance exhibitions. All marketing, customer service, and product line development continues.


Farallon, Inc. will handle the complete curation, completion, and timeline management for Q3 2018 retail sales and distribution.



Next, there are the Issuer’s operations through Monochrome Corp., a Colorado corporation (“Monochrome”). Monochrome is unique and current in today’s marketplace. Monochrome’s business model incorporates two high-growth markets to create an exciting multi-channel business opportunity within the Issuer’s distribution network. This includes traditional brick-and-mortar channels as well as by Monochrome’s utilization of e-commerce technologies and emerging pipelines to capitalize on the new developments in today’s CBD market.



The Issuer knows that the CBD market is driven by health concerns and expanding product awareness. By combining the two, Monochrome can expect to meet market demand, with a multitude of products that is just beginning to realize its and the Issuer’s market potential. The Issuer anticipates that Monochrome’s initial development of a cold-brewed CBD product is to be sold in an 8.4 oz. bottle and in a 2.4 oz. “shot size”, and will be a creative step in today’s CBD market. Moreover, by Monochrome’s exploitation expects to have partners for other products in the hemp and CBD space that will expand as Monochrome’s product development increases. of its distribution channels in the traditional and contemporary delivery methods (by using such partners as major beverage and food distributors) will best serve its development. Monochrome’s use of non-traditional channels (that is, through brokers who will drive business in health care, universities, and health awareness markets) is equally impressive.


https://ih.advfn.com/p.php?pid=nmona&article=76479506
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