Of course there has been news. It has just been ALL BAD news.
Just for S's and G's I compiled the changes from the original, unreviewed 10-Q with the reviewed amended 10-Q/A, leaving out most of the cosmetic-type changes. It's obviously an extensive list and it gives you a good idea of the things that the Company chose to tell you and not tell you after their auditors reviewed their original submission. There were NO changes at all that I found in the Financial Statements themselves, but the text tells a different story. Day traders will probably not find any of it meaningful...investors probably should. The format for the most part shows the original first, followed by the amended version (except in cases when the material in the amendment is entirely new).
Sunset Island Group, Inc. was originally incorporated in the State of Colorado on September 29, 2005 under the name of Titan Global Entertainment, Inc. On May 7, 2008, the Company changed its name to Sunset Island Group.
Q/A Sunset Island Group, Inc. (“SIGO” or the “Company”) was originally incorporated in the State of Colorado on September 29, 2005 as Gulf West Property, Inc. On October 25, 2005 the Company changed its name to Titan Global Entertainment, Inc. On May 7, 2008, the Company changed its name to Sunset Island Group, Inc.
Our business and corporate address is 555 N. El Camino Real #A418, San Clemente CA 82672
Q/A Our business and corporate address is 20420 Spence Road, Salinas CA 93908
New in Q/A:
Divestiture of Battle Mountain Genetics, Inc.
During December 2017, the Company divested itself of BMG by transferring all of the issued and outstanding shares of BMG, to T.J. Magallanes a former officer and director of the Company, in exchange for 3,036,000 of Mr. Magallanes’ SIGO Series A Preferred shares.
During the year ended October 31, 2017, the Company issued various 5% notes to Novus Group, for gross proceeds of $363,200.
Q/A During the year ended October 31, 2017, the Company issued a total of twenty-six (26) 5% notes to Novus Group, a related party, for gross proceeds of $363,200
New in Q/A:
On December 8, 2017, the Company issued a $170,000 convertible promissory note to St. George Investments, LLC. The note is repayable in seven (7) months and bears interest at 10% per annum. The note is convertible into Common shares at the option of the holder at issuance at $0.90 per share of common stock.
(see footnote ****)
Added in Q/A:
Each Series A Preferred shareholder is entitled to vote, on par with the Common shareholders, one (1) vote for each share of Common Stock into which a Series A Preferred share may be converted.
(Note: that's 46M votes...voting control of the Company.)
Each Series C Preferred shareholder is entitled to vote, on par with the Common shareholders, one (1) vote for each share of Common Stock into which a Series C Preferred share may be converted.
(Note: no Series C shares are outstanding, but....see Job Growing and Cicero below)
On February 13, 2018, the Company has executed an agreement with St George Investments for $4,245,000 with the initial tranche being $850,000.
Q/A On February 13, 2018, the Company executed a purchase agreement (the “Purchase Agreement”) and attendant promissory note, with St George Investments for $4,245,000 (the “St. George Loan” or the “St. George Note”) with the initial tranche of the St. George Loan being $945,000.
(Much of the language in the paragraph in which the above appears was changed...see the paragraphs themselves)
New in Q/A:
In conjunction with the initial tranche from the St. George Note, the Company was provided with warrants to purchase up to 211,883 shares of common stock. The warrants to purchase common stock are equivalent to $472,500 divided by the market price of the Company stock on the note issuance date for the initial tranche. The warrants are exercisable at $1.90 per share within five years from the note issuance date.
Eliminated in Q/A:
On February 28, 2018, the Company issued 360,006 shares of common stock to Greg Tucker for consulting services. The shares were cancelled on July 18, 2018.
New in Q/A:
In December, 2018, SIGO and REI Extracts mutually agreed to terminate their joint venture. All equipment delivered by REI Extracts was removed by REI Extracts and the Company ceased utilizing the master grower provided by REI Extracts.
New in Q/A:
On September 17, 2019 Job Growing notified the Company of its intent to terminate the agreement between Job Growing and the Company effective immediately.
On August 15, 2019, the Company received a true up notice from Job Growing to issue 576,091 shares of Series C Preferred Stock to Job Growing valued at $633,700, pursuant to the terms of the purchase agreement signed on November 30, 2018.
New in Q/A:
On January 15, 2019, BMG was fined approximately $35,000 for not having Worker's Compensation insurance for the months of January 2018 - April 2018. The Company believes this is a fine owed by BMG and is not a liability due to the Company, as we transferred ownership of BMG during December 2017, to T.J. Magallanes, the Company's former CEO (see Note 1). VBF Brands, the Company's operating entity, has worker’s compensation and was not subject to the fine. The Company ceased operating BMG in December 2017.
New in Q/A:
On August 19, 2019, the Company received a true up notice from Cicero Travel to issue 486,672 shares of Series C Preferred Stock to Cicero Travel valued at $593,740, pursuant to the terms of the purchase agreement signed on February 11, 2019. The Company believes the true up notice is without merit, that Cicero Travel has not met its obligations under the purchase agreement and SIGO intends to cancel the previously issued shares of Series C Preferred Stock and will not be issuing any additional shares of Series C Preferred Stock to Cicero Travel.
Restatement in Q/A:
Until December 31, 2017, we operated our business through our then wholly owned subsidiary, Battle Mountain Genetics, Inc., a California corporation (“BMG”). The Company currently conducts its business operations through its wholly owned subsidiary VBF Brands, Inc. ("VBF Brands" or “VBF”). VBF Brands operated as a nonprofit mutual benefit entity until December 21, 2017 when it was converted to a for profit entity. Prior to December 21, 2017, VBF Brands operated as a collective pursuant to California’s Compassionate Use Act. Upon the conversion of VBF Brands to a for profit entity the Company began operating all of its cannabis related business through VBF Brands and BMG ceased active operations. One hundred percent of the issued and outstanding shares of BMG’s capital stock was transferred, in December, 2017 to T.J. Magallanes, a former officer and director of SIGO.
The Company has leased green house space in Northern California. The Company currently leases the following: greenhouse space of approximately 12,000 square feet; bare land of approximately 10,000 square feet that can rebuilt for greenhouse use; approximately 2,000 square feet of nursery greenhouse space; 1,200 square feet for drying and curing approximately 400 square feet used for manufacturing operations; approximately 500 square feet for its trimming activities; and approximately 300 square feet for its distribution.
Q/A The Company leases greenhouse space in Northern California. The Company currently leases the following: greenhouse space of approximately 12,000 square feet; vacant land of approximately 10,000 square feet that can developed for greenhouse use; and 2,400 square feet for drying, curing, manufacturing, trimming and distribution activities.
New in Q/A:
Federal Regulations...a page and a half in the filing that I'm not providing here.
The Company currently is licensed by the State of California for the following activities:
Q/A The Company (via VBF) currently is licensed by the State of California for the following activities:
Q/A revision: The phrase (via VBF) was added a half dozen times in the text as follows.
The Company (via VBF) grows its own cannabis plants through its Cannabis Cultivation License. The material grown and harvested from its cultivation operations are either packaged and sold through the Company’s Distribution license (via VBF) or processed through its Manufacturing license (via VBF) which is later sold through its Distribution license (via VBF). This allows the Company (by and through VBF) to sell products it manufactures (at reduced cost since the raw materials are self-grown), as well as products manufactured by third parties.
On January 29, 2018, the Company (via VBF) received its Distributor licenses from the State of California for Adult Use and Medicinal Use.
****During the last week of January 2018 there was significant volume in the shares and they closed at $2.75 on 1/26. Did St. George really let the opportunity to convert that note at $.90 and make a quick $350K in profits slip by? That's what the Balance Sheet says...the note is still open at 1/31.